8-K
Healthcare Realty Trust Inc (HR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2023 (June 1, 2023)
Healthcare Realty Trust Incorporated
(Exact name of registrant as specified in its charter)
| Maryland | 001-35568 | 20-4738467 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||
| 3310 West End Avenue, Suite 700 | Nashville, | Tennessee | 37203 | (615) | 269-8175 | |
| --- | --- | --- | --- | --- | --- | --- |
| (Address of Principal Executive Office and Zip Code) | (Registrant’s telephone number, including area code) | |||||
| www.healthcarerealty.com | ||||||
| --- | ||||||
| (Internet address) |
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, $0.01 par value per share | HR | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
| ☐ | Emerging growth company |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| ☐ | |
|---|---|
| Item 7.01 | Regulation FD Disclosure. |
| --- | --- |
Stock Repurchase Authorization
On June 1, 2023, Healthcare Realty Trust Incorporated (the “Company”) issued a press release announcing that its board of directors has authorized the repurchase of up to $500 million of the Company’s Class A common stock. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| 99.1 | Press release dated June 1, 2023. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Healthcare Realty Trust Incorporated | ||
|---|---|---|
| Date: June 1, 2023 | By: | /s/ J. Christopher Douglas |
| Name: J. Christopher Douglas | ||
| Title: Executive Vice President - Chief Financial Officer |
Document
Exhibit 99.1
Ron Hubbard
Vice President, Investor Relations
P: 615.269.8290
News Release
HEALTHCARE REALTY TRUST ANNOUNCES STOCK REPURCHASE AUTHORIZATION
NASHVILLE, Tennessee, June 1, 2023 - Healthcare Realty Trust Incorporated (NYSE:HR) (the “Company”) today announced that its board of directors has authorized the repurchase of up to $500 million of the company’s Class A common stock. Repurchases may be made at management’s discretion from time to time on the open market, through privately negotiated transactions, or by other means, in accordance with applicable securities laws. The timing and total amount of stock repurchases will depend on business, economic, and market conditions, as well as regulatory requirements, prevailing stock prices, and other considerations. Share repurchases are expected to be funded on a leverage neutral basis with proceeds from asset sales.
“We are committed to prudently allocating capital to create value for our shareholders. We expect to further refine our portfolio through asset sales to increase our focus on key markets where we have the greatest potential for scale, concentrated clusters, and strong relationships that drive internal growth. This authorization represents the confidence we have in our business and strategy to drive long term growth, which we believe is not reflected in the current market valuation,” said Todd Meredith, the Company’s President and CEO.
The board’s authorization expires on May 31, 2024, and may be suspended or discontinued at any time and does not obligate the company to acquire any amount of Class A common stock. The Company does not intend to use debt to fund the share repurchase program.
Healthcare Realty Trust is a real estate investment trust that integrates owning, managing, financing and developing income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States. As of March 31, 2023, the Company was invested in over 700 real estate properties totaling more than 40 million square feet and provided leasing and property management services to over 35 million square feet nationwide.
Additional information regarding the Company can be found at www.healthcarerealty.com.
In addition to the historical information contained within, the matters discussed in this press release may contain forward-looking statements that involve risks and uncertainties. These risks are discussed in filings with the Securities and Exchange Commission by Healthcare Realty Trust, including its Annual Report on Form 10-K for the year ended December 31, 2022 under the heading “Risk Factors,” and as updated in its Quarterly Reports on Form 10-Q filed thereafter. Forward-looking statements represent the Company’s judgment as of the date of this release. The Company disclaims any obligation to update forward-looking statements.
